Adjustment Provisions. In order to prevent dilution of and to the conversion rights of the Holder hereunder, the number of shares of Common Stock to be issued by the Borrower upon conversion hereof shall be subject to adjustment from time to time as provided in this [Section 7]. For purposes of this [Section 7], the term “Common Stock” shall mean the Common Stock and any other class of stock ranking on parity with such stock.

Adjustment Provisions. If there shall occur any change with respect to the outstanding Shares by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the Shares, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting the Common Stock, the Committee may, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in # the maximum number and kind of Shares provided in Section 4.1, # the number and kind of Shares, units or other rights subject to then outstanding Awards, # the exercise or base price for each Share, unit or other right subject to then outstanding Awards, and # any other terms of an Award that are affected by the event. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of [Section 424(a)] of the Code; and, in the case of Options and Stock Appreciation Rights such adjustments shall be in compliance with Section 409A of the Code.

Investment Adjustment. The investment income, gains and losses shall be determined for the Accounts in accordance with the following:

Adjustment Event. If an Adjustment Event occurs, the parties must do all things necessary to make sure that the Adjustment Event may be properly accounted for, including the issue of an Adjustment Note.

Investment Adjustment. For each Plan Year quarter or other period, the Participant’s Deferred Compensation Account shall be increased or decreased as if it had earned the rate of return corresponding to the amount determined by the Committee under Paragraph 7.4. Such increase or decrease shall be based on the balance in the Deferred Compensation Account throughout the Plan Year quarter or other period and shall be credited at such time as the Committee in its sole discretion shall determine.

Following the date an Option is granted, the exercise price for and the number of Optioned Shares which are subject to an Option will be adjusted, with respect to the then unexercised portion thereof, by the Committee from time to time (on the basis of such advice as the Committee considers appropriate, including, if considered appropriate by the Committee, a certificate of the auditor of the Company) in the events and in accordance with the provisions and rules set out in this section 11, with the intent that the rights of Optionees under their Options are, to the extent possible, preserved notwithstanding the occurrence of such events. The Committee will conclusively determine any dispute that arises at any time with respect to any adjustment pursuant to such provisions and rules, and any such determination will be binding on the Company, the Optionee and all other affected parties.

Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4. Upon each adjustment of the Exercise Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment.

Adjustment of Exercise Price and Number of Shares. The Exercise Price and number of Shares are subject to the following adjustments:

Adjustment to Limitations. The Insider acknowledges that the specified limitations set forth in [subparagraphs (a) through (d)] above are intended to ensure the exercise of Options will not jeopardize the Company’s ability to utilize its NOLs based on calculations determined as of the date hereof. Accordingly, notwithstanding anything to the contrary contained herein, the 2016 Maximum, 2016 Balance, 2017 Maximum, 2017 Balance, 2018 Maximum, 2018 Balance and 2019 Maximum may be adjusted internally by the Company, at its sole, good faith discretion, both # on a continuous, ongoing basis and # following the exercise of Options or purchase/sale of Company equity by the Insider or an Other Insider, solely in order to ensure the exercise of Options by the Insider or Other Insiders will not jeopardize the Company’s ability to utilize its NOLs at the time of any given exercise of Options. Any such adjustment may take into consideration, among other things, future issuances of securities of the Company, changes to the Company’s capital structure, adjustments, modifications or refinements to the Company’s calculation of NOLs under Section 382 of the Code and changes to applicable provisions of the Code.

Adjustment of Awards. The number of hypothetical shares of Common Stock subject to the Award shall be subject to adjustment in accordance with the Plan.